Prospectus Supplement No. 1 Filed Pursuant To Rule 424(b)(3)
To Prospectus Dated March 24, 2000 Registration No. 333-32676
C-COR.net CORP.
1,650,447 Shares of Common Stock
This Prospectus Supplement supplements information contained in that
certain Prospectus of C-COR.net Corp. (the "Company") dated March 24, 2000
relating to the resale by the selling shareholders listed therein of shares of
Common Stock, par value of $0.05 per share (the "Common Stock"), of the Company.
This Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any amendments or
supplements thereto. All capitalized terms used but not defined in this
Prospectus Supplement shall have the meanings given them in the Prospectus.
The table on page 22 of the Prospectus under the heading "SELLING
SHAREHOLDERS" is hereby amended (i) to amend and restate the information listed
with respect to selling shareholders Rick Beckett and David M. Dodson, since
these shareholders have donated certain of their shares of Common Stock covered
by the Prospectus, and (ii) to identify the Fidelity Charitable Gift Fund and as
an additional selling shareholder.
<TABLE>
<CAPTION>
Securities Owned Securities Owned
Prior to Offering After Offering
------------------------------------------- ---------------------------
Shares of Number of
Shares of Common Stock Percent of Shares of Percent of
Name of Selling Shareholder Common Stock Offered Hereby/(1) / Common Stock Common Stock Common Stock
-------------------------------- ------------ ------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Rick Beckett (2)................ 5,881 5,881 * 0 *
David M. Dodson (3)............. 62,192(5) 40,451 * 21,741(6) *
Fidelity Charitable Gift Fund (4) 10,250 10,250 * 0 *
<FN>
---------------------------------
*Less than one percent.
(1) Does not include shares of common stock issuable by C-COR.net upon the
exercise of certain options which are being offered by C-COR.net pursuant to the
Prospectus.
(2) Rick Beckett donated 730 shares to the Fidelity Charitable Gift Fund.
(3) David M. Dodson donated 9,520 shares to the Fidelity Charitable Gift Fund.
(4) Fidelity Charitable Gift Fund received 730 shares from Rick Beckett and
9,520 shares from David M. Dodson.
(5) Includes shares of common stock that are issuable by C-COR.net upon the
exercise of options that were fully exercisable as of February 18, 2000.
(6) Consists of shares of common stock that are issuable by C-COR.net upon the
exercise of options that were fully exercisable as of February 18, 2000.
</FN>
</TABLE>
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AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is November 16, 2000
